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2015-03-30

Cleantech Invest Plc: Notice to the Annual General Meeting

Cleantech Invest Plc

Company Release 30 March 2015 at 9:15
am (EET)

Notice to the Annual General Meeting

Notice is given to the shareholders of Cleantech Invest Plc. to the Annual
General Meeting to be held on Monday, 20 April 2015 at 3.00 p.m. (EET) at the
Radisson Blu Plaza Kitzens restaurant at the address Mikonkatu 23, 00100
Helsinki, Finland. The reception of persons who have registered for the
meeting and the distribution of voting tickets will commence at 2.30 p.m
(EET).

A. Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts and the auditor's report for the year
2014

- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividends

The Board of Directors proposes to the Annual General Meeting that the net
loss of EUR 868,261.99 be transferred to retained earnings / loss account and
that no dividend be paid.

9. Resolution on the discharge from liability of the members of the Board of
Directors and the CEO

10. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing more than 22 per cent of the company's shares and
more than 65 per cent of the votes propose to the Annual General Meeting that
the members of the Board of Directors be paid EUR 350 per month. The
remuneration of the members of the Board of Directors is not paid to persons
working for the company. It is also proposed that the members of the Board of
Directors be reimbursed for reasonable travel and lodging costs. Travel and
lodging costs would not be compensated to those members of the Board of
Directors who reside in the greater Helsinki area when the meetings are held
in the greater Helsinki area.

11. Resolution on the number of members of the Board of Directors

Shareholders representing more than 22 per cent of the shares and more than 65
per cent of the votes propose that five (5) members be elected to the Board
of Directors.

12. Election of members of the Board of Directors

Shareholders representing more than 22 per cent of the shares and more than 65
per cent of the votes propose to the Annual General Meeting that that the
following current members of the Board of Directors be re-elected according
to their consents: Mr. Lassi Noponen, Mr. Jan Forsbom and Mrs. Tarja Teppo
and that Mr. Timo Linnainmaa (MSc. in Engineering, born 1976) and Thomas
Bengtsson (MSc in Economics, born 1972) be elected according to their
consents as new members to the Board of Directors. Thomas Bengtsson is a
Senior Advisor at Swedish Ministry of Enterprise and has also served as
member of the Board of Directors of Industrifonden. Timo Linnainmaa is the
co-founder of Cleantech Invest and has acted also as Cleantech Invest's CEO
during 2005-2010. The persons have given their consent to the election. In
accordance with the Articles of Association of the company, the term of
office of the members of the Board of Directors ends at the closing of the
Annual General Meeting following the election..

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the
auditor's fees be paid according to the auditor's invoice approved by the
company.

14. Election of auditor

The Board of Directors proposes to the Annual General Meeting that
Deloitte&Touche Oy, Authorized Public Accountants be re-elected as the
company's auditor
Deloitte&Touche Oy has informed that the principal auditor will be
Mr. Aleksi Martamo, Authorised Public Accountant. The term of office of the
auditor ends at the closing of the Annual General Meeting following the
election.

15. Amendment of the Articles of Association

The Board of Directors proposes that paragraph 3 of the Articles of
Association is amended to read as follows:

3 § Shares

The company's shares belong to the book-entry system.

Company may have class K shares and class A shares. Each class K share
entitles the holder to twenty (20) votes and each class A share to one (1)
vote at the General Meeting. In other respects, the share classes have equal
rights.

Based on request made by its holder to the Board of Directors, class K share
may be converted into class A share by using conversion ratio of 1:1.

16. Authorizing the Board of Directors to decide on acquisition of the
company's own shares

The Board of Directors proposes that the Annual General Meeting decide to
authorize the Board of Directors to decide on acquisition of the company's
own shares ("Repurchase Authorization") in the following terms and
conditions:

The Board of Directors is authorized to repurchase a maximum of 908,685
company's own class A shares and/or accept company's own class A shares as
pledge on the company's unrestricted equity. This amount corresponds to
approximately 5.0 per cent of the company's shares.

The acquisition may take place in one or more instalments. The purchase price
shall not be lower than the lowest price paid for the company's class A
shares in multilateral trading on the acquisition date and shall not be
higher than the highest price paid for the company's class A shares in
multilateral trading on the acquisition date. In connection with the
execution of the acquisition of own shares derivatives, share lending or
other contracts customary to capital markets and permitted by laws and
regulations may be entered into at price determined by the markets. The
authorization entitles the Board of Directors to decide on the acquisition in
deviation from the shareholders' shareholding (directed acquisition).

Shares may be repurchased to be used as consideration in possible acquisitions
or other business arrangements of the company, to finance investments, as
part of the company's incentive scheme or to be retained, otherwise conveyed
or cancelled.

The Board of Directors shall decide on other terms and conditions relating to
acquisition of own shares. The authorization is valid for eighteen (18)
months from the decision of the General Meeting.

17. Authorizing the Board of Directors to decide on issuance of shares,
options and other special rights

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide, in one or more transactions, on the issuance of
shares and the issuance of options and other special rights entitling to
shares referred to in Chapter 10 Section 1 of the Companies Act as follows:
The number of class A shares to be issued based on the authorization may in
total amount to a maximum of 3,634,740 shares, representing approximately 20
per cent of the company's shares on the date of this notice.

The Board of Directors decides on all the terms and conditions of the
issuances of shares and of options and other special rights entitling to
shares. The authorization concerns both the issuance of new shares as well as
transfer of treasury shares. The issuance of shares and of options and other
special rights entitling to shares referred to in Chapter 10 Section 1 of the
Companies Act may be carried out in deviation from the shareholders'
pre-emptive rights (directed issue), if there is a weighty financial reason
for the company, such as using the shares as consideration in future
acquisitions or other business arrangements, to finance investments or use of
shares, options or other special rights entitling to shares referred to in
Chapter 10 Section 1 of the Companies Act as part of the company's incentive
scheme.

Shares may be conveyed either against payment or free of charge in the
company's share issues. A directed share issue may be a share issue without
payment only if there is an especially weighty reason for the same both for
the company and in regard to the interests of all shareholders in the
company.

The authorization cancels the authorization granted by the Annual General
Meeting on 19 March 2014 to decide on the issuance of shares as well as the
issuance of special rights entitling to shares.

The authorization is valid until 30 June 2017.

18. Resolution on remuneration scheme for the company's key personnel

The Board of Directors proposes that the Annual General Meeting would resolve
on a remuneration scheme for the company's key personnel as follows:

The amount of remuneration to be paid based on the remuneration scheme is
determined based on returns received by the company from its portfolio
companies. The right to remuneration is triggered per portfolio company when
the company has received a return from the portfolio company equal to its
total investment in the portfolio company added with 50 per cent either
through sale of shares in the portfolio company, distribution of the
portfolio company's assets and/or other return (e.g. interest income)
received from the portfolio company. From the returns exceeding the
abovementioned sum, a maximum of 5 per cent in total may be paid as
remuneration to persons participating in the remuneration scheme.

The remuneration scheme is in force for the years 2015-2025. The remuneration
may be paid in cash and/or in form of insurance premiums payable for the
group life insurance policy to be possibly taken for the persons
participating in the remuneration scheme or in other form of compensation
resolved by the Board of Directors.

The Board of Directors selects the persons who may participate in the
remuneration scheme from the management of the company as well as from other
possible key persons of the company.

The Board of Directors resolves the persons participating in the remuneration
scheme, decides on payment and allocation of remuneration as well as all
other terms and conditions of the scheme.

19. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned proposals relating to the agenda of the Annual General
Meeting as well as this notice are available on Cleantech Invest Plc's
website at www.cleantechinvest.com/AGM. The annual report of Cleantech Invest
Plc, including the company's annual accounts and the auditor's report, is
available on the website during the week beginning on 30 March 2015. The
above-mentioned proposals for decisions and the financial statements are
available to shareholders from the same time in the company's headquarters at

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